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FORM 10-Q
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(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2017
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission file number 001-32597
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-2697511
(I.R.S. Employer
Identification No.)
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4 Parkway North, Suite 400
Deerfield, Illinois
(Address of principal executive offices)
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60015
(Zip Code)
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(847) 405-2400
(Registrant's telephone number, including area code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Three months ended
March 31, |
||||||
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2017
|
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2016
|
||||
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(in millions, except per share amounts)
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||||||
Net sales
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$
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1,037
|
|
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$
|
1,004
|
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Cost of sales
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931
|
|
|
787
|
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Gross margin
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106
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|
217
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Selling, general and administrative expenses
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46
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|
|
45
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Transaction costs
|
—
|
|
|
14
|
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Other operating—net
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6
|
|
|
61
|
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Total other operating costs and expenses
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52
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|
|
120
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Equity in earnings of operating affiliates
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3
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—
|
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Operating earnings
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57
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|
|
97
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Interest expense
|
80
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|
38
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Interest income
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(1
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)
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(1
|
)
|
||
Other non-operating—net
|
—
|
|
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(2
|
)
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||
(Loss) earnings before income taxes
|
(22
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)
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62
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|
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Income tax (benefit) provision
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(13
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)
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15
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Net (loss) earnings
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(9
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)
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47
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Less: Net earnings attributable to noncontrolling interests
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14
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21
|
|
||
Net (loss) earnings attributable to common stockholders
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$
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(23
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)
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$
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26
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Net (loss) earnings per share attributable to common stockholders:
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|
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Basic
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$
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(0.10
|
)
|
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$
|
0.11
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Diluted
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$
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(0.10
|
)
|
|
$
|
0.11
|
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Weighted-average common shares outstanding:
|
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|
|
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Basic
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233.1
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233.2
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Diluted
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233.1
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233.5
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||
Dividends declared per common share
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$
|
0.30
|
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$
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0.30
|
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Three months ended
March 31, |
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2017
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|
2016
|
||||
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(in millions)
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||||||
Net (loss) earnings
|
$
|
(9
|
)
|
|
$
|
47
|
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Other comprehensive income:
|
|
|
|
|
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Foreign currency translation adjustment—net of taxes
|
20
|
|
|
48
|
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|
20
|
|
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48
|
|
||
Comprehensive income
|
11
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|
|
95
|
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Less: Comprehensive income attributable to noncontrolling interests
|
14
|
|
|
21
|
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Comprehensive (loss) income attributable to common stockholders
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$
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(3
|
)
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$
|
74
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(Unaudited)
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March 31,
2017 |
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December 31,
2016 |
||||
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(in millions, except share
and per share amounts)
|
||||||
Assets
|
|
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|
|
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Current assets:
|
|
|
|
|
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Cash and cash equivalents
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$
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1,312
|
|
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$
|
1,164
|
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Restricted cash
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4
|
|
|
5
|
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Accounts receivable—net
|
252
|
|
|
236
|
|
||
Inventories
|
364
|
|
|
339
|
|
||
Prepaid income taxes
|
844
|
|
|
841
|
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Other current assets
|
29
|
|
|
70
|
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||
Total current assets
|
2,805
|
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2,655
|
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Property, plant and equipment—net
|
9,552
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|
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9,652
|
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Investments in affiliates
|
141
|
|
|
139
|
|
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Goodwill
|
2,350
|
|
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2,345
|
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Other assets
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337
|
|
|
340
|
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Total assets
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$
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15,185
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|
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$
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15,131
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Liabilities and Equity
|
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Current liabilities:
|
|
|
|
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Accounts payable and accrued expenses
|
$
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657
|
|
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$
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638
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Income taxes payable
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—
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|
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1
|
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Customer advances
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184
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|
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42
|
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Other current liabilities
|
12
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|
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5
|
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Total current liabilities
|
853
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|
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686
|
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Long-term debt
|
5,780
|
|
|
5,778
|
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Deferred income taxes
|
1,616
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1,630
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|
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Other liabilities
|
553
|
|
|
545
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|
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Equity:
|
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Stockholders' equity:
|
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|
|
|
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Preferred stock—$0.01 par value, 50,000,000 shares authorized
|
—
|
|
|
—
|
|
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Common stock—$0.01 par value, 500,000,000 shares authorized, 2017—233,222,350 shares issued and 2016—233,141,771 shares issued
|
2
|
|
|
2
|
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Paid-in capital
|
1,384
|
|
|
1,380
|
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Retained earnings
|
2,272
|
|
|
2,365
|
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Treasury stock—at cost, 2017—37,741shares and 2016—27,602 shares
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(1
|
)
|
|
(1
|
)
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||
Accumulated other comprehensive loss
|
(378
|
)
|
|
(398
|
)
|
||
Total stockholders' equity
|
3,279
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|
|
3,348
|
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||
Noncontrolling interests
|
3,104
|
|
|
3,144
|
|
||
Total equity
|
6,383
|
|
|
6,492
|
|
||
Total liabilities and equity
|
$
|
15,185
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$
|
15,131
|
|
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Common Stockholders
|
|
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||||||||||||||||||||||||||
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$0.01 Par
Value
Common
Stock
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Treasury
Stock
|
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Paid-In
Capital
|
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Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
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(in millions, except per share amounts)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2015
|
$
|
2
|
|
|
$
|
(153
|
)
|
|
$
|
1,378
|
|
|
$
|
3,058
|
|
|
$
|
(250
|
)
|
|
$
|
4,035
|
|
|
$
|
352
|
|
|
$
|
4,387
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
21
|
|
|
47
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74
|
|
|
21
|
|
|
95
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Cash dividends ($0.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
||||||||
Issuance of noncontrolling interest in CF Industries Nitrogen, LLC (CFN)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,792
|
|
|
2,792
|
|
||||||||
Distributions declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||||
Balance as of March 31, 2016
|
$
|
2
|
|
|
$
|
(153
|
)
|
|
$
|
1,381
|
|
|
$
|
3,014
|
|
|
$
|
(202
|
)
|
|
$
|
4,042
|
|
|
$
|
3,152
|
|
|
$
|
7,194
|
|
Balance as of December 31, 2016
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1,380
|
|
|
$
|
2,365
|
|
|
$
|
(398
|
)
|
|
$
|
3,348
|
|
|
$
|
3,144
|
|
|
$
|
6,492
|
|
Net (loss) earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|
14
|
|
|
(9
|
)
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||||
Comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
14
|
|
|
11
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Cash dividends ($0.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(54
|
)
|
||||||||
Balance as of March 31, 2017
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1,384
|
|
|
$
|
2,272
|
|
|
$
|
(378
|
)
|
|
$
|
3,279
|
|
|
$
|
3,104
|
|
|
$
|
6,383
|
|
|
Three months ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
|
|
||
Net (loss) earnings
|
$
|
(9
|
)
|
|
$
|
47
|
|
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
205
|
|
|
146
|
|
||
Deferred income taxes
|
(16
|
)
|
|
36
|
|
||
Stock-based compensation expense
|
4
|
|
|
4
|
|
||
Unrealized net loss on natural gas and foreign currency derivatives
|
53
|
|
|
18
|
|
||
Unrealized loss on embedded derivative
|
1
|
|
|
—
|
|
||
Loss on disposal of property, plant and equipment
|
1
|
|
|
3
|
|
||
Undistributed earnings of affiliates—net of taxes
|
(5
|
)
|
|
(4
|
)
|
||
Changes in:
|
|
|
|
|
|
||
Accounts receivable—net
|
(9
|
)
|
|
4
|
|
||
Inventories
|
(15
|
)
|
|
16
|
|
||
Accrued and prepaid income taxes
|
(5
|
)
|
|
(23
|
)
|
||
Accounts payable and accrued expenses
|
5
|
|
|
(6
|
)
|
||
Customer advances
|
142
|
|
|
65
|
|
||
Other—net
|
4
|
|
|
40
|
|
||
Net cash provided by operating activities
|
356
|
|
|
346
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(94
|
)
|
|
(676
|
)
|
||
Proceeds from sale of property, plant and equipment
|
8
|
|
|
2
|
|
||
Withdrawals from restricted cash funds
|
1
|
|
|
11
|
|
||
Other—net
|
—
|
|
|
1
|
|
||
Net cash used in investing activities
|
(85
|
)
|
|
(662
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Proceeds from short-term borrowings
|
—
|
|
|
150
|
|
||
Payments of short-term borrowings
|
—
|
|
|
(150
|
)
|
||
Dividends paid on common stock
|
(70
|
)
|
|
(70
|
)
|
||
Issuance of noncontrolling interest in CFN
|
—
|
|
|
2,800
|
|
||
Distributions to noncontrolling interests
|
(54
|
)
|
|
(13
|
)
|
||
Net cash (used in) provided by financing activities
|
(124
|
)
|
|
2,717
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1
|
|
|
2
|
|
||
Increase in cash and cash equivalents
|
148
|
|
|
2,403
|
|
||
Cash and cash equivalents at beginning of period
|
1,164
|
|
|
286
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,312
|
|
|
$
|
2,689
|
|
|
Three months ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except per share amounts)
|
||||||
Net (loss) earnings attributable to common stockholders
|
$
|
(23
|
)
|
|
$
|
26
|
|
Basic earnings per common share:
|
|
|
|
|
|
||
Weighted-average common shares outstanding
|
233.1
|
|
|
233.2
|
|
||
Net (loss) earnings attributable to common stockholders
|
$
|
(0.10
|
)
|
|
$
|
0.11
|
|
Diluted earnings per common share:
|
|
|
|
|
|
||
Weighted-average common shares outstanding
|
233.1
|
|
|
233.2
|
|
||
Dilutive common shares—stock options
|
—
|
|
|
0.3
|
|
||
Diluted weighted-average shares outstanding
|
233.1
|
|
|
233.5
|
|
||
Net (loss) earnings attributable to common stockholders
|
$
|
(0.10
|
)
|
|
$
|
0.11
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
308
|
|
|
$
|
279
|
|
Raw materials, spare parts and supplies
|
56
|
|
|
60
|
|
||
Total inventories
|
$
|
364
|
|
|
$
|
339
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Land
|
$
|
69
|
|
|
$
|
69
|
|
Machinery and equipment
|
11,768
|
|
|
11,664
|
|
||
Buildings and improvements
|
885
|
|
|
878
|
|
||
Construction in progress
|
265
|
|
|
280
|
|
||
Property, plant and equipment
(1)
|
12,987
|
|
|
12,891
|
|
||
Less: Accumulated depreciation and amortization
|
3,435
|
|
|
3,239
|
|
||
Property, plant and equipment—net
|
$
|
9,552
|
|
|
$
|
9,652
|
|
(1)
|
As of
March 31, 2017
and
December 31, 2016
, we had property, plant and equipment that was accrued but unpaid of approximately
$231 million
and
$225 million
, respectively. These amounts included accruals related to our capacity expansion projects of
$183 million
and
$185 million
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
|
Three months ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Net capitalized turnaround costs:
|
|
|
|
|
|
||
Beginning balance
|
$
|
206
|
|
|
$
|
220
|
|
Additions
|
59
|
|
|
10
|
|
||
Depreciation
|
(30
|
)
|
|
(22
|
)
|
||
Effect of exchange rate changes
|
1
|
|
|
3
|
|
||
Ending balance
|
$
|
236
|
|
|
$
|
211
|
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
|
|
AN
|
|
Other
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Balance as of December 31, 2016
|
$
|
585
|
|
|
$
|
828
|
|
|
$
|
576
|
|
|
$
|
286
|
|
|
$
|
70
|
|
|
$
|
2,345
|
|
Effect of exchange rate changes
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
5
|
|
||||||
Balance as of March 31, 2017
|
$
|
586
|
|
|
$
|
828
|
|
|
$
|
576
|
|
|
$
|
290
|
|
|
$
|
70
|
|
|
$
|
2,350
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
126
|
|
|
$
|
(25
|
)
|
|
$
|
101
|
|
|
$
|
125
|
|
|
$
|
(24
|
)
|
|
$
|
101
|
|
TerraCair brand
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
||||||
Trade names
|
29
|
|
|
(2
|
)
|
|
27
|
|
|
29
|
|
|
(2
|
)
|
|
27
|
|
||||||
Total intangible assets
|
$
|
165
|
|
|
$
|
(37
|
)
|
|
$
|
128
|
|
|
$
|
164
|
|
|
$
|
(36
|
)
|
|
$
|
128
|
|
|
Estimated
Amortization
Expense
|
||
|
(in millions)
|
||
Remainder of 2017
|
$
|
6
|
|
2018
|
8
|
|
|
2019
|
8
|
|
|
2020
|
8
|
|
|
2021
|
8
|
|
|
2022
|
8
|
|
|
March 31, 2017
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
1,211
|
|
|
—
|
|
|
—
|
|
|
1,211
|
|
||||
Other debt securities
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Total cash and cash equivalents
|
$
|
1,312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,312
|
|
Restricted cash
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Nonqualified employee benefit trusts
|
18
|
|
|
1
|
|
|
—
|
|
|
19
|
|
|
December 31, 2016
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
1,075
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
||||
Total cash and cash equivalents
|
$
|
1,164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,164
|
|
Restricted cash
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Nonqualified employee benefit trusts
|
18
|
|
|
1
|
|
|
—
|
|
|
19
|
|
|
March 31, 2017
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash equivalents
|
$
|
1,236
|
|
|
$
|
1,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Derivative liabilities
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
||||
Embedded derivative liability
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
December 31, 2016
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash equivalents
|
$
|
1,075
|
|
|
$
|
1,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
56
|
|
|
—
|
|
|
56
|
|
|
—
|
|
||||
Derivative liabilities
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
Embedded derivative liability
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Long-term debt
|
$
|
5,780
|
|
|
$
|
5,673
|
|
|
$
|
5,778
|
|
|
$
|
5,506
|
|
|
Three months ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Interest on borrowings
(1)
|
$
|
76
|
|
|
$
|
76
|
|
Fees on financing agreements
(1)
|
4
|
|
|
4
|
|
||
Interest on tax liabilities
|
1
|
|
|
1
|
|
||
Interest capitalized
(2)
|
(1
|
)
|
|
(43
|
)
|
||
Total interest expense
|
$
|
80
|
|
|
$
|
38
|
|
(1)
|
See Note
11—Financing Agreements
for additional information.
|
(2)
|
For the three months ended March 31, 2016, amount includes interest capitalized for our capacity expansion projects, which were completed as of December 31, 2016.
|
|
Effective Interest Rate
|
|
March 31,
2017 |
|
December 31,
2016 |
||||||||||||
|
|
Principal
|
|
Carrying Amount
(1)
|
|
Principal
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
6.875% due May 2018
|
7.344%
|
|
$
|
800
|
|
|
$
|
796
|
|
|
$
|
800
|
|
|
$
|
795
|
|
7.125% due May 2020
|
7.529%
|
|
800
|
|
|
791
|
|
|
800
|
|
|
791
|
|
||||
3.450% due June 2023
|
3.562%
|
|
750
|
|
|
745
|
|
|
750
|
|
|
745
|
|
||||
5.150% due March 2034
|
5.279%
|
|
750
|
|
|
739
|
|
|
750
|
|
|
739
|
|
||||
4.950% due June 2043
|
5.031%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
5.375% due March 2044
|
5.465%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
3.400% due December 2021
|
3.782%
|
|
500
|
|
|
492
|
|
|
500
|
|
|
491
|
|
||||
4.500% due December 2026
|
4.759%
|
|
750
|
|
|
735
|
|
|
750
|
|
|
735
|
|
||||
Total long-term debt
|
|
|
$
|
5,850
|
|
|
$
|
5,780
|
|
|
$
|
5,850
|
|
|
$
|
5,778
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$12 million
as of both
March 31, 2017
and
December 31, 2016
, and total deferred debt issuance costs were
$58 million
and
$60 million
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
|
Gain (loss) recognized in income
|
||||||||
|
|
|
Three months ended
March 31, |
||||||
Location
|
|
2017
|
|
2016
|
|||||
|
|
|
(in millions)
|
||||||
Natural gas derivatives
|
Cost of sales
|
|
$
|
(53
|
)
|
|
$
|
(21
|
)
|
Foreign exchange contracts
|
Other operating—net
|
|
—
|
|
|
3
|
|
||
Unrealized losses recognized in income
|
|
|
(53
|
)
|
|
(18
|
)
|
||
Realized gains (losses)
|
|
|
1
|
|
|
(56
|
)
|
||
Net derivative losses
|
|
|
$
|
(52
|
)
|
|
$
|
(74
|
)
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
March 31,
2017 |
|
December 31,
2016 |
|
Balance Sheet
Location
|
|
March 31,
2017 |
|
December 31,
2016 |
||||||||
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||||||
Natural gas derivatives
|
Other current assets
|
|
$
|
10
|
|
|
$
|
52
|
|
|
Other current liabilities
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Natural gas derivatives
|
Other assets
|
|
—
|
|
|
4
|
|
|
Other liabilities
|
|
(8
|
)
|
|
(6
|
)
|
||||
Total derivatives
|
|
|
$
|
10
|
|
|
$
|
56
|
|
|
|
|
$
|
(13
|
)
|
|
$
|
(6
|
)
|
|
Amounts
presented in
consolidated
balance
sheets
(1)
|
|
Gross amounts not offset in consolidated balance sheets
|
|
|
||||||||||
|
|
Financial
instruments
|
|
Cash
collateral
received
(pledged)
|
|
Net
amount
|
|||||||||
|
(in millions)
|
||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
(13
|
)
|
|
(10
|
)
|
|
—
|
|
|
(3
|
)
|
||||
Net derivative liabilities
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
56
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Total derivative liabilities
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Net derivative assets
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
(1)
|
We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same.
|
|
Three months ended
March 31, |
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
CFN
|
|
TNCLP
|
|
Total
|
|
CFN
|
|
TNCLP
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
2,806
|
|
|
$
|
338
|
|
|
$
|
3,144
|
|
|
$
|
—
|
|
|
$
|
352
|
|
|
$
|
352
|
|
Issuance of noncontrolling interest in CFN
|
—
|
|
|
—
|
|
|
—
|
|
|
2,792
|
|
|
—
|
|
|
2,792
|
|
||||||
Earnings attributable to noncontrolling interests
|
8
|
|
|
6
|
|
|
14
|
|
|
17
|
|
|
4
|
|
|
21
|
|
||||||
Declaration of distributions payable
|
(48
|
)
|
|
(6
|
)
|
|
(54
|
)
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Ending balance
|
$
|
2,766
|
|
|
$
|
338
|
|
|
$
|
3,104
|
|
|
$
|
2,809
|
|
|
$
|
343
|
|
|
$
|
3,152
|
|
Distributions payable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Declaration of distributions payable
|
48
|
|
|
6
|
|
|
54
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||
Distributions to noncontrolling interests
|
(48
|
)
|
|
(6
|
)
|
|
(54
|
)
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
Gain (Loss)
on
Securities
|
|
Unrealized
Gain (Loss)
on
Derivatives
|
|
Defined
Benefit
Plans
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance as of December 31, 2015
|
$
|
(198
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(58
|
)
|
|
$
|
(250
|
)
|
Effect of exchange rate changes and deferred taxes
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||
Balance as of March 31, 2016
|
$
|
(150
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(58
|
)
|
|
$
|
(202
|
)
|
Balance as of December 31, 2016
|
$
|
(272
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(132
|
)
|
|
$
|
(398
|
)
|
Effect of exchange rate changes and deferred taxes
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Balance as of March 31, 2017
|
$
|
(252
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(132
|
)
|
|
$
|
(378
|
)
|
|
|
Ammonia
|
|
Granular
Urea
(1)
|
|
UAN
(1)
|
|
AN
(1)
|
|
Other
(1)
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
282
|
|
|
$
|
238
|
|
|
$
|
317
|
|
|
$
|
125
|
|
|
$
|
75
|
|
|
$
|
1,037
|
|
Cost of sales
|
265
|
|
|
213
|
|
|
282
|
|
|
106
|
|
|
65
|
|
|
931
|
|
||||||
Gross margin
|
$
|
17
|
|
|
$
|
25
|
|
|
$
|
35
|
|
|
$
|
19
|
|
|
$
|
10
|
|
|
106
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
|
|
|||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
57
|
|
||||||
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
267
|
|
|
$
|
235
|
|
|
$
|
309
|
|
|
$
|
125
|
|
|
$
|
68
|
|
|
$
|
1,004
|
|
Cost of sales
|
204
|
|
|
175
|
|
|
231
|
|
|
112
|
|
|
65
|
|
|
787
|
|
||||||
Gross margin
|
$
|
63
|
|
|
$
|
60
|
|
|
$
|
78
|
|
|
$
|
13
|
|
|
$
|
3
|
|
|
217
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120
|
|
|||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
97
|
|
(1)
|
The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.
|
|
Three months ended March 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
822
|
|
|
$
|
896
|
|
|
$
|
(771
|
)
|
|
$
|
1,037
|
|
Cost of sales
|
—
|
|
|
51
|
|
|
893
|
|
|
758
|
|
|
(771
|
)
|
|
931
|
|
||||||
Gross margin
|
—
|
|
|
39
|
|
|
(71
|
)
|
|
138
|
|
|
—
|
|
|
106
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
2
|
|
|
28
|
|
|
16
|
|
|
—
|
|
|
46
|
|
||||||
Other operating—net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Total other operating costs and expenses
|
—
|
|
|
1
|
|
|
29
|
|
|
22
|
|
|
—
|
|
|
52
|
|
||||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Operating earnings (loss)
|
—
|
|
|
38
|
|
|
(100
|
)
|
|
119
|
|
|
—
|
|
|
57
|
|
||||||
Interest expense
|
—
|
|
|
81
|
|
|
11
|
|
|
1
|
|
|
(13
|
)
|
|
80
|
|
||||||
Interest income
|
—
|
|
|
(11
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
13
|
|
|
(1
|
)
|
||||||
Net loss (earnings) of wholly owned subsidiaries
|
23
|
|
|
3
|
|
|
(98
|
)
|
|
—
|
|
|
72
|
|
|
—
|
|
||||||
(Loss) earnings before income taxes
|
(23
|
)
|
|
(35
|
)
|
|
(12
|
)
|
|
120
|
|
|
(72
|
)
|
|
(22
|
)
|
||||||
Income tax (benefit) provision
|
—
|
|
|
(12
|
)
|
|
(5
|
)
|
|
4
|
|
|
—
|
|
|
(13
|
)
|
||||||
Net (loss) earnings
|
(23
|
)
|
|
(23
|
)
|
|
(7
|
)
|
|
116
|
|
|
(72
|
)
|
|
(9
|
)
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Net (loss) earnings attributable to common stockholders
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(7
|
)
|
|
$
|
102
|
|
|
$
|
(72
|
)
|
|
$
|
(23
|
)
|
|
Three months ended March 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net (loss) earnings
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(7
|
)
|
|
$
|
116
|
|
|
$
|
(72
|
)
|
|
$
|
(9
|
)
|
Other comprehensive income
|
20
|
|
|
20
|
|
|
12
|
|
|
18
|
|
|
(50
|
)
|
|
20
|
|
||||||
Comprehensive (loss) income
|
(3
|
)
|
|
(3
|
)
|
|
5
|
|
|
134
|
|
|
(122
|
)
|
|
11
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
5
|
|
|
$
|
120
|
|
|
$
|
(122
|
)
|
|
$
|
(3
|
)
|
|
|
|
|
|
Three months ended March 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
803
|
|
|
$
|
742
|
|
|
$
|
(686
|
)
|
|
$
|
1,004
|
|
Cost of sales
|
—
|
|
|
48
|
|
|
835
|
|
|
590
|
|
|
(686
|
)
|
|
787
|
|
||||||
Gross margin
|
—
|
|
|
97
|
|
|
(32
|
)
|
|
152
|
|
|
—
|
|
|
217
|
|
||||||
Selling, general and administrative expenses
|
1
|
|
|
1
|
|
|
29
|
|
|
14
|
|
|
—
|
|
|
45
|
|
||||||
Transaction costs
|
10
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
14
|
|
||||||
Other operating—net
|
(1
|
)
|
|
1
|
|
|
4
|
|
|
57
|
|
|
—
|
|
|
61
|
|
||||||
Total other operating costs and expenses
|
10
|
|
|
2
|
|
|
36
|
|
|
72
|
|
|
—
|
|
|
120
|
|
||||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Operating (loss) earnings
|
(10
|
)
|
|
95
|
|
|
(68
|
)
|
|
80
|
|
|
—
|
|
|
97
|
|
||||||
Interest expense
|
—
|
|
|
86
|
|
|
12
|
|
|
(32
|
)
|
|
(28
|
)
|
|
38
|
|
||||||
Interest income
|
—
|
|
|
(17
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
28
|
|
|
(1
|
)
|
||||||
Net earnings of wholly owned subsidiaries
|
(32
|
)
|
|
(15
|
)
|
|
(113
|
)
|
|
—
|
|
|
160
|
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Earnings before income taxes
|
22
|
|
|
41
|
|
|
38
|
|
|
121
|
|
|
(160
|
)
|
|
62
|
|
||||||
Income tax (benefit) provision
|
(4
|
)
|
|
9
|
|
|
17
|
|
|
(7
|
)
|
|
—
|
|
|
15
|
|
||||||
Net earnings
|
26
|
|
|
32
|
|
|
21
|
|
|
128
|
|
|
(160
|
)
|
|
47
|
|
||||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||
Net earnings attributable to common stockholders
|
$
|
26
|
|
|
$
|
32
|
|
|
$
|
21
|
|
|
$
|
107
|
|
|
$
|
(160
|
)
|
|
$
|
26
|
|
|
Three months ended March 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net earnings
|
$
|
26
|
|
|
$
|
32
|
|
|
$
|
21
|
|
|
$
|
128
|
|
|
$
|
(160
|
)
|
|
$
|
47
|
|
Other comprehensive income
|
48
|
|
|
48
|
|
|
47
|
|
|
—
|
|
|
(95
|
)
|
|
48
|
|
||||||
Comprehensive income
|
74
|
|
|
80
|
|
|
68
|
|
|
128
|
|
|
(255
|
)
|
|
95
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||
Comprehensive income attributable to common stockholders
|
$
|
74
|
|
|
$
|
80
|
|
|
$
|
68
|
|
|
$
|
107
|
|
|
$
|
(255
|
)
|
|
$
|
74
|
|
|
|
|
|
|
March 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
942
|
|
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
1,312
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Accounts and notes receivable—net
|
8
|
|
|
809
|
|
|
1,343
|
|
|
328
|
|
|
(2,236
|
)
|
|
252
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
182
|
|
|
182
|
|
|
—
|
|
|
364
|
|
||||||
Prepaid income taxes
|
—
|
|
|
—
|
|
|
837
|
|
|
7
|
|
|
—
|
|
|
844
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
20
|
|
|
9
|
|
|
—
|
|
|
29
|
|
||||||
Total current assets
|
8
|
|
|
825
|
|
|
3,324
|
|
|
884
|
|
|
(2,236
|
)
|
|
2,805
|
|
||||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
127
|
|
|
9,425
|
|
|
—
|
|
|
9,552
|
|
||||||
Deferred income taxes
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
||||||
Investments in affiliates
|
3,707
|
|
|
9,388
|
|
|
6,566
|
|
|
141
|
|
|
(19,661
|
)
|
|
141
|
|
||||||
Due from affiliates
|
571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,064
|
|
|
286
|
|
|
—
|
|
|
2,350
|
|
||||||
Other assets
|
—
|
|
|
87
|
|
|
96
|
|
|
390
|
|
|
(236
|
)
|
|
337
|
|
||||||
Total assets
|
$
|
4,286
|
|
|
$
|
10,328
|
|
|
$
|
12,177
|
|
|
$
|
11,126
|
|
|
$
|
(22,732
|
)
|
|
$
|
15,185
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accounts and notes payable and accrued expenses
|
$
|
1,007
|
|
|
$
|
254
|
|
|
$
|
1,117
|
|
|
$
|
515
|
|
|
$
|
(2,236
|
)
|
|
$
|
657
|
|
Customer advances
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
—
|
|
|
184
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
12
|
|
||||||
Total current liabilities
|
1,007
|
|
|
254
|
|
|
1,312
|
|
|
516
|
|
|
(2,236
|
)
|
|
853
|
|
||||||
Long-term debt
|
—
|
|
|
5,780
|
|
|
166
|
|
|
70
|
|
|
(236
|
)
|
|
5,780
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,476
|
|
|
168
|
|
|
(28
|
)
|
|
1,616
|
|
||||||
Due to affiliates
|
—
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
||||||
Other liabilities
|
—
|
|
|
16
|
|
|
321
|
|
|
216
|
|
|
—
|
|
|
553
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
2
|
|
|
—
|
|
|
—
|
|
|
4,905
|
|
|
(4,905
|
)
|
|
2
|
|
||||||
Paid-in capital
|
1,384
|
|
|
(13
|
)
|
|
9,505
|
|
|
1,783
|
|
|
(11,275
|
)
|
|
1,384
|
|
||||||
Retained earnings
|
2,272
|
|
|
4,098
|
|
|
(336
|
)
|
|
689
|
|
|
(4,451
|
)
|
|
2,272
|
|
||||||
Treasury stock
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Accumulated other comprehensive loss
|
(378
|
)
|
|
(378
|
)
|
|
(259
|
)
|
|
(333
|
)
|
|
970
|
|
|
(378
|
)
|
||||||
Total stockholders' equity
|
3,279
|
|
|
3,707
|
|
|
8,910
|
|
|
7,044
|
|
|
(19,661
|
)
|
|
3,279
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
3,112
|
|
|
—
|
|
|
3,104
|
|
||||||
Total equity
|
3,279
|
|
|
3,707
|
|
|
8,902
|
|
|
10,156
|
|
|
(19,661
|
)
|
|
6,383
|
|
||||||
Total liabilities and equity
|
$
|
4,286
|
|
|
$
|
10,328
|
|
|
$
|
12,177
|
|
|
$
|
11,126
|
|
|
$
|
(22,732
|
)
|
|
$
|
15,185
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
878
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
1,164
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Accounts and notes receivable—net
|
20
|
|
|
1,259
|
|
|
1,418
|
|
|
495
|
|
|
(2,956
|
)
|
|
236
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
164
|
|
|
175
|
|
|
—
|
|
|
339
|
|
||||||
Prepaid income taxes
|
—
|
|
|
—
|
|
|
839
|
|
|
2
|
|
|
—
|
|
|
841
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
59
|
|
|
11
|
|
|
—
|
|
|
70
|
|
||||||
Total current assets
|
20
|
|
|
1,295
|
|
|
3,358
|
|
|
938
|
|
|
(2,956
|
)
|
|
2,655
|
|
||||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
131
|
|
|
9,521
|
|
|
—
|
|
|
9,652
|
|
||||||
Investments in affiliates
|
3,711
|
|
|
9,370
|
|
|
6,019
|
|
|
139
|
|
|
(19,100
|
)
|
|
139
|
|
||||||
Due from affiliates
|
571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,064
|
|
|
281
|
|
|
—
|
|
|
2,345
|
|
||||||
Other assets
|
—
|
|
|
85
|
|
|
101
|
|
|
385
|
|
|
(231
|
)
|
|
340
|
|
||||||
Total assets
|
$
|
4,302
|
|
|
$
|
10,750
|
|
|
$
|
11,673
|
|
|
$
|
11,264
|
|
|
$
|
(22,858
|
)
|
|
$
|
15,131
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accounts and notes payable and accrued expenses
|
$
|
954
|
|
|
$
|
418
|
|
|
$
|
1,505
|
|
|
$
|
717
|
|
|
$
|
(2,956
|
)
|
|
$
|
638
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Total current liabilities
|
954
|
|
|
418
|
|
|
1,552
|
|
|
718
|
|
|
(2,956
|
)
|
|
686
|
|
||||||
Long-term debt
|
—
|
|
|
5,903
|
|
|
39
|
|
|
67
|
|
|
(231
|
)
|
|
5,778
|
|
||||||
Deferred income taxes
|
—
|
|
|
90
|
|
|
1,374
|
|
|
166
|
|
|
—
|
|
|
1,630
|
|
||||||
Due to affiliates
|
—
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
||||||
Other liabilities
|
—
|
|
|
59
|
|
|
270
|
|
|
216
|
|
|
—
|
|
|
545
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
2
|
|
|
—
|
|
|
—
|
|
|
4,383
|
|
|
(4,383
|
)
|
|
2
|
|
||||||
Paid-in capital
|
1,380
|
|
|
(13
|
)
|
|
9,045
|
|
|
2,246
|
|
|
(11,278
|
)
|
|
1,380
|
|
||||||
Retained earnings
|
2,365
|
|
|
4,120
|
|
|
(329
|
)
|
|
668
|
|
|
(4,459
|
)
|
|
2,365
|
|
||||||
Treasury stock
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Accumulated other comprehensive loss
|
(398
|
)
|
|
(398
|
)
|
|
(271
|
)
|
|
(351
|
)
|
|
1,020
|
|
|
(398
|
)
|
||||||
Total stockholders' equity
|
3,348
|
|
|
3,709
|
|
|
8,445
|
|
|
6,946
|
|
|
(19,100
|
)
|
|
3,348
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
3,151
|
|
|
—
|
|
|
3,144
|
|
||||||
Total equity
|
3,348
|
|
|
3,709
|
|
|
8,438
|
|
|
10,097
|
|
|
(19,100
|
)
|
|
6,492
|
|
||||||
Total liabilities and equity
|
$
|
4,302
|
|
|
$
|
10,750
|
|
|
$
|
11,673
|
|
|
$
|
11,264
|
|
|
$
|
(22,858
|
)
|
|
$
|
15,131
|
|
|
Three months ended March 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss) earnings
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(7
|
)
|
|
$
|
116
|
|
|
$
|
(72
|
)
|
|
$
|
(9
|
)
|
Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
3
|
|
|
6
|
|
|
196
|
|
|
—
|
|
|
205
|
|
||||||
Deferred income taxes
|
—
|
|
|
(11
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(16
|
)
|
||||||
Stock-based compensation expense
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Unrealized net loss on natural gas and foreign currency derivatives
|
—
|
|
|
—
|
|
|
45
|
|
|
8
|
|
|
—
|
|
|
53
|
|
||||||
Unrealized loss on embedded derivative
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Undistributed (earnings) loss of affiliates—net
|
23
|
|
|
1
|
|
|
(97
|
)
|
|
(4
|
)
|
|
72
|
|
|
(5
|
)
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intercompany accounts receivable/accounts payable—net
|
(4
|
)
|
|
(47
|
)
|
|
138
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(4
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
1
|
|
|
—
|
|
|
(15
|
)
|
||||||
Accrued and prepaid income taxes
|
—
|
|
|
—
|
|
|
2
|
|
|
(7
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Accounts and notes payable and accrued expenses
|
—
|
|
|
37
|
|
|
4
|
|
|
(36
|
)
|
|
—
|
|
|
5
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
142
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
||||||
Net cash (used in) provided by operating activities
|
—
|
|
|
(40
|
)
|
|
215
|
|
|
181
|
|
|
—
|
|
|
356
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(91
|
)
|
|
—
|
|
|
(94
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(82
|
)
|
|
—
|
|
|
(85
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt—net
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
125
|
|
|
—
|
|
|
—
|
|
||||||
Short-term debt—net
|
70
|
|
|
145
|
|
|
(171
|
)
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends paid on common stock
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
23
|
|
|
(70
|
)
|
||||||
Dividends to/from affiliates
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
20
|
|
|
(148
|
)
|
|
4
|
|
|
—
|
|
|
(124
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
—
|
|
|
(20
|
)
|
|
64
|
|
|
104
|
|
|
—
|
|
|
148
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
36
|
|
|
878
|
|
|
250
|
|
|
—
|
|
|
1,164
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
942
|
|
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
1,312
|
|
|
Three months ended March 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
26
|
|
|
$
|
32
|
|
|
$
|
21
|
|
|
$
|
128
|
|
|
$
|
(160
|
)
|
|
$
|
47
|
|
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
2
|
|
|
5
|
|
|
139
|
|
|
—
|
|
|
146
|
|
||||||
Deferred income taxes
|
—
|
|
|
10
|
|
|
36
|
|
|
(10
|
)
|
|
—
|
|
|
36
|
|
||||||
Stock-based compensation expense
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Unrealized net loss (gain) on natural gas and foreign currency derivatives
|
—
|
|
|
—
|
|
|
19
|
|
|
(1
|
)
|
|
—
|
|
|
18
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Undistributed earnings of affiliates—net
|
(32
|
)
|
|
(14
|
)
|
|
(114
|
)
|
|
(4
|
)
|
|
160
|
|
|
(4
|
)
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intercompany accounts receivable/accounts payable—net
|
1
|
|
|
30
|
|
|
232
|
|
|
(263
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
34
|
|
|
(6
|
)
|
|
(24
|
)
|
|
—
|
|
|
4
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
41
|
|
|
—
|
|
|
16
|
|
||||||
Accrued and prepaid income taxes
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(5
|
)
|
|
—
|
|
|
(23
|
)
|
||||||
Accounts and notes payable and accrued expenses
|
(1
|
)
|
|
(12
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
5
|
|
|
35
|
|
|
—
|
|
|
40
|
|
||||||
Net cash (used in) provided by operating activities
|
(2
|
)
|
|
82
|
|
|
227
|
|
|
39
|
|
|
—
|
|
|
346
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Additions to property, plant and equipment
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
|
(665
|
)
|
|
—
|
|
|
(676
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net cash used in investing activities
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
|
(651
|
)
|
|
—
|
|
|
(662
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Short-term debt—net
|
9
|
|
|
(82
|
)
|
|
(143
|
)
|
|
216
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from short-term debt
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||||
Payments on short-term debt
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||||
Dividends paid on common stock
|
(70
|
)
|
|
(70
|
)
|
|
(70
|
)
|
|
(77
|
)
|
|
217
|
|
|
(70
|
)
|
||||||
Dividends to/from affiliates
|
70
|
|
|
70
|
|
|
77
|
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
||||||
Issuance of noncontrolling interest in CFN
|
—
|
|
|
—
|
|
|
—
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Distribution received for CHS strategic venture
|
—
|
|
|
—
|
|
|
2,000
|
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
9
|
|
|
(82
|
)
|
|
1,864
|
|
|
926
|
|
|
—
|
|
|
2,717
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
2
|
|
|
—
|
|
|
2,085
|
|
|
316
|
|
|
—
|
|
|
2,403
|
|
||||||
Cash and cash equivalents at beginning of period
|
1
|
|
|
1
|
|
|
121
|
|
|
163
|
|
|
—
|
|
|
286
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2,206
|
|
|
$
|
479
|
|
|
$
|
—
|
|
|
$
|
2,689
|
|
•
|
Overview of CF Holdings
|
•
|
Our Company
|
•
|
Items Affecting Comparability of Results
|
•
|
Financial Executive Summary
|
•
|
Results of Consolidated Operations
|
•
|
First
Quarter of
2017
Compared to
First
Quarter of
2016
|
•
|
Operating Results by Business Segment
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
•
|
Forward-Looking Statements
|
•
|
four U.S. nitrogen fertilizer manufacturing facilities located in Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in the world); Port Neal, Iowa; Yazoo City, Mississippi; and Woodward, Oklahoma. These facilities are owned by CF Industries Nitrogen, LLC (CFN), in which we own a majority interest and CHS Inc. (CHS), owns a minority equity interest. See Note
13—Noncontrolling Interests
to our unaudited interim consolidated financial statements for additional information on our strategic venture with CHS.
|
•
|
an approximately 75.3% interest in Terra Nitrogen Company, L.P. (TNCLP), a publicly traded limited partnership of which we are the sole general partner and the majority limited partner and which, through its subsidiary Terra Nitrogen, Limited Partnership (TNLP), operates a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma;
|
•
|
two Canadian nitrogen fertilizer manufacturing facilities located in Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada) and Courtright, Ontario;
|
•
|
two United Kingdom nitrogen manufacturing complexes located in Billingham and Ince;
|
•
|
an extensive system of terminals and associated transportation equipment located primarily in the midwestern United States; and
|
•
|
a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago that we account for under the equity method.
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
|
|
Pre-Tax
|
After-Tax
|
|
Pre-Tax
|
After-Tax
|
||||||||
|
|
(in millions)
|
||||||||||||
Depreciation and amortization
(1)
|
|
$
|
205
|
|
$
|
128
|
|
|
$
|
146
|
|
$
|
91
|
|
Unrealized net mark-to-market loss on natural gas derivatives
(2)
|
|
53
|
|
33
|
|
|
21
|
|
13
|
|
||||
Transaction costs
|
|
—
|
|
—
|
|
|
14
|
|
9
|
|
||||
Loss on foreign currency transactions including intercompany loans
(3)
|
|
—
|
|
—
|
|
|
45
|
|
44
|
|
||||
Capacity expansion project expenses
(3)
|
|
—
|
|
—
|
|
|
16
|
|
10
|
|
||||
Strategic Venture with CHS:
|
|
|
|
|
|
|
||||||||
Noncontrolling interest
(4)
|
|
8
|
|
8
|
|
|
17
|
|
17
|
|
||||
Loss on embedded derivative liability
(3)
|
|
1
|
|
1
|
|
|
—
|
|
—
|
|
||||
Total Impact of Significant Items
|
|
$
|
267
|
|
$
|
170
|
|
|
$
|
259
|
|
$
|
184
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2017 v. 2016
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
1,037
|
|
|
$
|
1,004
|
|
|
$
|
33
|
|
|
3
|
%
|
Cost of sales
|
931
|
|
|
787
|
|
|
144
|
|
|
18
|
%
|
|||
Gross margin
|
106
|
|
|
217
|
|
|
(111
|
)
|
|
(51
|
)%
|
|||
Gross margin percentage
|
10.2
|
%
|
|
21.6
|
%
|
|
(11.4
|
)%
|
|
|
||||
Selling, general and administrative expenses
|
46
|
|
|
45
|
|
|
1
|
|
|
2
|
%
|
|||
Transaction costs
|
—
|
|
|
14
|
|
|
(14
|
)
|
|
(100
|
)%
|
|||
Other operating—net
|
6
|
|
|
61
|
|
|
(55
|
)
|
|
(90
|
)%
|
|||
Total other operating costs and expenses
|
52
|
|
|
120
|
|
|
(68
|
)
|
|
(57
|
)%
|
|||
Equity in earnings of operating affiliates
|
3
|
|
|
—
|
|
|
3
|
|
|
N/M
|
|
|||
Operating earnings
|
57
|
|
|
97
|
|
|
(40
|
)
|
|
(41
|
)%
|
|||
Interest expense—net
|
79
|
|
|
37
|
|
|
42
|
|
|
114
|
%
|
|||
Other non-operating—net
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
100
|
%
|
|||
(Loss) earnings before income taxes
|
(22
|
)
|
|
62
|
|
|
(84
|
)
|
|
N/M
|
|
|||
Income tax (benefit) provision
|
(13
|
)
|
|
15
|
|
|
(28
|
)
|
|
N/M
|
|
|||
Net (loss) earnings
|
(9
|
)
|
|
47
|
|
|
(56
|
)
|
|
N/M
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
14
|
|
|
21
|
|
|
(7
|
)
|
|
(33
|
)%
|
|||
Net (loss) earnings attributable to common stockholders
|
$
|
(23
|
)
|
|
$
|
26
|
|
|
$
|
(49
|
)
|
|
N/M
|
|
Diluted net (loss) earnings per share attributable to common stockholders
|
$
|
(0.10
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.21
|
)
|
|
N/M
|
|
Diluted weighted-average common shares outstanding
|
233.1
|
|
|
233.5
|
|
|
(0.4
|
)
|
|
—
|
%
|
|||
Dividends declared per common share
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
—
|
|
|
—
|
%
|
Natural Gas Supplemental Data (per MMBtu)
|
|
|
|
|
|
|
|
|||||||
Natural gas costs in cost of sales
(1)
|
$
|
3.66
|
|
|
$
|
2.51
|
|
|
$
|
1.15
|
|
|
46
|
%
|
Realized derivatives (gain) loss in cost of sales
(2)
|
(0.01
|
)
|
|
0.80
|
|
|
(0.81
|
)
|
|
N/M
|
|
|||
Cost of natural gas in cost of sales
|
$
|
3.65
|
|
|
$
|
3.31
|
|
|
$
|
0.34
|
|
|
10
|
%
|
Average daily market price of natural gas Henry Hub (Louisiana)
|
$
|
3.00
|
|
|
$
|
1.98
|
|
|
$
|
1.02
|
|
|
52
|
%
|
Average daily market price of natural gas National Balancing Point (UK)
|
$
|
5.98
|
|
|
$
|
4.36
|
|
|
$
|
1.62
|
|
|
37
|
%
|
Unrealized net mark-to-market loss on natural gas derivatives
|
$
|
53
|
|
|
$
|
21
|
|
|
$
|
32
|
|
|
152
|
%
|
Capital expenditures
|
$
|
94
|
|
|
$
|
676
|
|
|
$
|
(582
|
)
|
|
(86
|
)%
|
Sales volume by product tons (000s)
|
4,745
|
|
|
4,051
|
|
|
694
|
|
|
17
|
%
|
|||
Production volume by product tons (000s):
|
|
|
|
|
|
|
|
|||||||
Ammonia
(3)
|
2,508
|
|
|
2,003
|
|
|
505
|
|
|
25
|
%
|
|||
Granular urea
|
1,002
|
|
|
819
|
|
|
183
|
|
|
22
|
%
|
|||
UAN (32%)
|
1,817
|
|
|
1,518
|
|
|
299
|
|
|
20
|
%
|
|||
AN
|
542
|
|
|
431
|
|
|
111
|
|
|
26
|
%
|
(1)
|
Includes the cost of natural gas that is included in cost of sales during the period under the first-in, first-out (FIFO) inventory cost method.
|
(2)
|
Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.
|
(3)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.
|
|
Ammonia
|
|
Granular
Urea
(1)
|
|
UAN
(1)
|
|
AN
(1)
|
|
Other
(1)
|
|
Consolidated
|
||||||||||||
|
(in millions, except percentages)
|
||||||||||||||||||||||
Three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
282
|
|
|
$
|
238
|
|
|
$
|
317
|
|
|
$
|
125
|
|
|
$
|
75
|
|
|
$
|
1,037
|
|
Cost of sales
|
265
|
|
|
213
|
|
|
282
|
|
|
106
|
|
|
65
|
|
|
931
|
|
||||||
Gross margin
|
$
|
17
|
|
|
$
|
25
|
|
|
$
|
35
|
|
|
$
|
19
|
|
|
$
|
10
|
|
|
$
|
106
|
|
Gross margin percentage
|
6.0
|
%
|
|
10.5
|
%
|
|
11.0
|
%
|
|
15.2
|
%
|
|
13.3
|
%
|
|
10.2
|
%
|
||||||
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
267
|
|
|
$
|
235
|
|
|
$
|
309
|
|
|
$
|
125
|
|
|
$
|
68
|
|
|
$
|
1,004
|
|
Cost of sales
|
204
|
|
|
175
|
|
|
231
|
|
|
112
|
|
|
65
|
|
|
787
|
|
||||||
Gross margin
|
$
|
63
|
|
|
$
|
60
|
|
|
$
|
78
|
|
|
$
|
13
|
|
|
$
|
3
|
|
|
$
|
217
|
|
Gross margin percentage
|
23.6
|
%
|
|
25.5
|
%
|
|
25.2
|
%
|
|
10.4
|
%
|
|
4.4
|
%
|
|
21.6
|
%
|
(1)
|
The cost of products that are upgraded into other products is transferred at cost into the upgraded product results.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2017 v. 2016
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
282
|
|
|
$
|
267
|
|
|
$
|
15
|
|
|
6
|
%
|
Cost of sales
|
265
|
|
|
204
|
|
|
61
|
|
|
30
|
%
|
|||
Gross margin
|
$
|
17
|
|
|
$
|
63
|
|
|
$
|
(46
|
)
|
|
(73
|
)%
|
Gross margin percentage
|
6.0
|
%
|
|
23.6
|
%
|
|
(17.6
|
)%
|
|
|
||||
Sales volume by product tons (000s)
|
920
|
|
|
737
|
|
|
183
|
|
|
25
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
754
|
|
|
605
|
|
|
149
|
|
|
25
|
%
|
|||
Average selling price per product ton
|
$
|
307
|
|
|
$
|
362
|
|
|
$
|
(55
|
)
|
|
(15
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
374
|
|
|
$
|
441
|
|
|
$
|
(67
|
)
|
|
(15
|
)%
|
Gross margin per product ton
|
$
|
18
|
|
|
$
|
85
|
|
|
$
|
(67
|
)
|
|
(79
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
23
|
|
|
$
|
104
|
|
|
$
|
(81
|
)
|
|
(78
|
)%
|
Depreciation and amortization
|
$
|
44
|
|
|
$
|
21
|
|
|
$
|
23
|
|
|
110
|
%
|
Unrealized net mark-to-market loss on natural gas derivatives
|
$
|
17
|
|
|
$
|
7
|
|
|
$
|
10
|
|
|
143
|
%
|
(1)
|
Ammonia represents 82% nitrogen content. Nutrient tons represent the equivalent tons of nitrogen within the product tons.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2017 v. 2016
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
238
|
|
|
$
|
235
|
|
|
$
|
3
|
|
|
1
|
%
|
Cost of sales
|
213
|
|
|
175
|
|
|
38
|
|
|
22
|
%
|
|||
Gross margin
|
$
|
25
|
|
|
$
|
60
|
|
|
$
|
(35
|
)
|
|
(58
|
)%
|
Gross margin percentage
|
10.5
|
%
|
|
25.5
|
%
|
|
(15.0
|
)%
|
|
|
||||
Sales volume by product tons (000s)
|
958
|
|
|
919
|
|
|
39
|
|
|
4
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
441
|
|
|
423
|
|
|
18
|
|
|
4
|
%
|
|||
Average selling price per product ton
|
$
|
248
|
|
|
$
|
256
|
|
|
$
|
(8
|
)
|
|
(3
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
540
|
|
|
$
|
556
|
|
|
$
|
(16
|
)
|
|
(3
|
)%
|
Gross margin per product ton
|
$
|
26
|
|
|
$
|
65
|
|
|
$
|
(39
|
)
|
|
(60
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
57
|
|
|
$
|
142
|
|
|
$
|
(85
|
)
|
|
(60
|
)%
|
Depreciation and amortization
|
$
|
53
|
|
|
$
|
25
|
|
|
$
|
28
|
|
|
112
|
%
|
Unrealized net mark-to-market loss on natural gas derivatives
|
$
|
14
|
|
|
$
|
6
|
|
|
$
|
8
|
|
|
133
|
%
|
(1)
|
Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2017 v. 2016
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
317
|
|
|
$
|
309
|
|
|
$
|
8
|
|
|
3
|
%
|
Cost of sales
|
282
|
|
|
231
|
|
|
51
|
|
|
22
|
%
|
|||
Gross margin
|
$
|
35
|
|
|
$
|
78
|
|
|
$
|
(43
|
)
|
|
(55
|
)%
|
Gross margin percentage
|
11.0
|
%
|
|
25.2
|
%
|
|
(14.2
|
)%
|
|
|
||||
Sales volume by product tons (000s)
|
1,849
|
|
|
1,452
|
|
|
397
|
|
|
27
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
584
|
|
|
457
|
|
|
127
|
|
|
28
|
%
|
|||
Average selling price per product ton
|
$
|
171
|
|
|
$
|
213
|
|
|
$
|
(42
|
)
|
|
(20
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
543
|
|
|
$
|
676
|
|
|
$
|
(133
|
)
|
|
(20
|
)%
|
Gross margin per product ton
|
$
|
19
|
|
|
$
|
54
|
|
|
$
|
(35
|
)
|
|
(65
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
60
|
|
|
$
|
171
|
|
|
$
|
(111
|
)
|
|
(65
|
)%
|
Depreciation and amortization
|
$
|
65
|
|
|
$
|
58
|
|
|
$
|
7
|
|
|
12
|
%
|
Unrealized net mark-to-market loss on natural gas derivatives
|
$
|
16
|
|
|
$
|
6
|
|
|
$
|
10
|
|
|
167
|
%
|
(1)
|
UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2017 v. 2016
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
125
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
—
|
%
|
Cost of sales
|
106
|
|
|
112
|
|
|
(6
|
)
|
|
(5
|
)%
|
|||
Gross margin
|
$
|
19
|
|
|
$
|
13
|
|
|
$
|
6
|
|
|
46
|
%
|
Gross margin percentage
|
15.2
|
%
|
|
10.4
|
%
|
|
4.8
|
%
|
|
|
||||
Sales volume by product tons (000s)
|
568
|
|
|
558
|
|
|
10
|
|
|
2
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
191
|
|
|
188
|
|
|
3
|
|
|
2
|
%
|
|||
Average selling price per product ton
|
$
|
220
|
|
|
$
|
224
|
|
|
$
|
(4
|
)
|
|
(2
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
654
|
|
|
$
|
665
|
|
|
$
|
(11
|
)
|
|
(2
|
)%
|
Gross margin per product ton
|
$
|
33
|
|
|
$
|
23
|
|
|
$
|
10
|
|
|
43
|
%
|
Gross margin per nutrient ton
(1)
|
$
|
99
|
|
|
$
|
69
|
|
|
$
|
30
|
|
|
43
|
%
|
Depreciation and amortization
|
$
|
19
|
|
|
$
|
22
|
|
|
$
|
(3
|
)
|
|
(14
|
)%
|
Unrealized net mark-to-market loss on natural gas derivatives
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
100
|
%
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
•
|
Diesel exhaust fluid (DEF) is an aqueous urea solution typically made with 32.5% high-purity urea and 67.5% deionized water.
|
•
|
Urea liquor is a liquid product that we sell in concentrations of 40%, 50% and 70% urea as a chemical intermediate.
|
•
|
Nitric acid is a nitrogen-based product with a nitrogen content of 22.2%.
|
•
|
Compound fertilizer products (NPKs) are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2017 v. 2016
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
75
|
|
|
$
|
68
|
|
|
$
|
7
|
|
|
10
|
%
|
Cost of sales
|
65
|
|
|
65
|
|
|
—
|
|
|
—
|
%
|
|||
Gross margin
|
$
|
10
|
|
|
$
|
3
|
|
|
$
|
7
|
|
|
N/M
|
|
Gross margin percentage
|
13.3
|
%
|
|
4.4
|
%
|
|
8.9
|
%
|
|
|
||||
Sales volume by product tons (000s)
|
450
|
|
|
385
|
|
|
65
|
|
|
17
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
88
|
|
|
73
|
|
|
15
|
|
|
21
|
%
|
|||
Average selling price per product ton
|
$
|
167
|
|
|
$
|
177
|
|
|
$
|
(10
|
)
|
|
(6
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
852
|
|
|
$
|
932
|
|
|
$
|
(80
|
)
|
|
(9
|
)%
|
Gross margin per product ton
|
$
|
22
|
|
|
$
|
8
|
|
|
$
|
14
|
|
|
175
|
%
|
Gross margin per nutrient ton
(1)
|
$
|
114
|
|
|
$
|
41
|
|
|
$
|
73
|
|
|
178
|
%
|
Depreciation and amortization
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
2
|
|
|
20
|
%
|
Unrealized net mark-to-market loss on natural gas derivatives
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
N/M
|
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Effective Interest Rate
|
|
March 31,
2017 |
|
December 31,
2016 |
||||||||||||
|
|
Principal
|
|
Carrying Amount
(1)
|
|
Principal
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
6.875% due May 2018
|
7.344%
|
|
$
|
800
|
|
|
$
|
796
|
|
|
$
|
800
|
|
|
$
|
795
|
|
7.125% due May 2020
|
7.529%
|
|
800
|
|
|
791
|
|
|
800
|
|
|
791
|
|
||||
3.450% due June 2023
|
3.562%
|
|
750
|
|
|
745
|
|
|
750
|
|
|
745
|
|
||||
5.150% due March 2034
|
5.279%
|
|
750
|
|
|
739
|
|
|
750
|
|
|
739
|
|
||||
4.950% due June 2043
|
5.031%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
5.375% due March 2044
|
5.465%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
3.400% due December 2021
|
3.782%
|
|
500
|
|
|
492
|
|
|
500
|
|
|
491
|
|
||||
4.500% due December 2026
|
4.759%
|
|
750
|
|
|
735
|
|
|
750
|
|
|
735
|
|
||||
Total long-term debt
|
|
|
$
|
5,850
|
|
|
$
|
5,780
|
|
|
$
|
5,850
|
|
|
$
|
5,778
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$12 million
as of both
March 31, 2017
and
December 31, 2016
, and total deferred debt issuance costs were
$58 million
and
$60 million
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
•
|
the cyclical nature of our business and the agricultural sector;
|
•
|
the global commodity nature of our fertilizer products, the impact of global supply and demand on our selling prices, and the intense global competition from other fertilizer producers;
|
•
|
conditions in the U.S. and European agricultural industry;
|
•
|
the volatility of natural gas prices in North America and Europe;
|
•
|
difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery;
|
•
|
reliance on third party providers of transportation services and equipment;
|
•
|
the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;
|
•
|
our ability to manage our indebtedness;
|
•
|
operating and financial restrictions imposed on us by the agreements governing our senior secured indebtedness;
|
•
|
risks associated with our incurrence of additional indebtedness;
|
•
|
our ability to maintain compliance with covenants under the agreements governing our indebtedness;
|
•
|
downgrades of our credit ratings;
|
•
|
risks associated with cyber security;
|
•
|
weather conditions;
|
•
|
risks associated with our ability to utilize our tax net operating losses and other tax assets, including the risk that the use of such tax benefits is limited by an "ownership change;"
|
•
|
risks associated with changes in tax laws and disagreements with taxing authorities;
|
•
|
risks associated with expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;
|
•
|
potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;
|
•
|
future regulatory restrictions and requirements related to greenhouse gas emissions;
|
•
|
the seasonality of the fertilizer business;
|
•
|
the impact of changing market conditions on our forward sales programs;
|
•
|
risks involving derivatives and the effectiveness of our risk measurement and hedging activities;
|
•
|
our reliance on a limited number of key facilities;
|
•
|
risks associated with the operation or management of the CHS strategic venture, risks and uncertainties relating to the market prices of the fertilizer products that are the subject of our supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS strategic venture will harm our other business relationships;
|
•
|
risks associated with our PLNL joint venture;
|
•
|
acts of terrorism and regulations to combat terrorism;
|
•
|
risks associated with international operations; and
|
•
|
deterioration of global market and economic conditions.
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total
Number
of Shares
(or Units)
Purchased
(1)
|
|
Average
Price Paid
per Share
(or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs
(in thousands)
|
||||||
January 1, 2017 - January 31, 2017
|
314
|
|
|
$
|
31.87
|
|
|
—
|
|
|
$
|
—
|
|
February 1, 2017 - February 28, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
March 1, 2017 - March 31, 2017
|
9,825
|
|
|
30.95
|
|
|
—
|
|
|
—
|
|
||
Total
|
10,139
|
|
|
$
|
30.98
|
|
|
—
|
|
|
|
|
(1)
|
Represents shares withheld to pay for employee tax obligations upon the vesting of restricted stock units.
|
A list of exhibits filed with this Report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page
54
of this report.
|
|
|
CF Industries Holdings, Inc.
|
|
|
Date: May 4, 2017
|
By:
|
/s/ W. ANTHONY WILL
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date: May 4, 2017
|
By:
|
/s/ DENNIS P. KELLEHER
|
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
Exhibit No.
|
Description
|
|
10.1
|
|
Form of Performance Restricted Stock Unit Award Agreement
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
The following financial information from CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income (Loss), (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Consolidated Financial Statements
|
GRANTEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
<first_name> <last_name>
|
|
By: Wendy S. Jablow
|
<address_1>
<city>, <state> <zip>
|
|
Title: Sr. Vice President, Human Resources
|
1.
|
Percentile Ranking Amongst S&P 500 Index Population
|
•
|
companies that are removed from the Index during the Performance Period but whose stock continued to be publicly traded on a major U.S. stock exchange during the entire Performance Period shall be included in the Index Population;
|
•
|
companies that are added to the Index during the Performance Period shall be excluded from the Index Population;
|
•
|
companies which have been acquired or gone private during the Performance Period such that their stock is no longer included in the Index and failed to be publicly traded on a major U.S. stock exchange during the entire Performance Period shall be excluded from the Index Population; and
|
•
|
companies that are no longer in existence or declare bankruptcy or whose stock ceases to be publicly traded on a major U.S. stock exchange as a result of a business failure shall be included in the Index Population but will be ranked at negative 100% (-100%) TSR for the Performance Period.
|
Level
|
Company TSR
Percentile Ranking
Amongst Index Population
|
PSUs to Vest
(% of Target Payout
for Award)
|
Zero
|
Less than 25
th
Percentile
|
0%
|
Threshold
|
25
th
Percentile
|
50%
|
Target
|
50
th
Percentile
|
100%
|
Maximum
|
75
th
Percentile or better
|
200%
|
2.
|
Modification Based on Percentile Ranking Amongst TSR Comparator Group
|
Agrium Inc.
Air Products and Chemicals, Inc.
Albemarle Corporation
Ashland Inc.
Cabot Corporation
Celanese Corporation
Eastman Chemical Company
Ecolab Inc.
FMC Corporation
|
Huntsman Corporation
International Flavors & Fragrances Inc.
Olin Corporation
PolyOne Corporation
Potash Corporation of Saskatchewan Inc.
RPM International Inc.
The Mosaic Company
The Scotts Miracle-Gro Company
Westlake Chemical Corporation
|
•
|
companies which have been acquired or gone private during the Performance Period such that their stock failed to be publicly traded on a major U.S. or foreign stock exchange during the entire Performance Period shall be excluded from TSR Comparator Group; and
|
•
|
companies that are no longer in existence or declare bankruptcy or whose stock ceases to be publicly traded on a major U.S. stock exchange as a result of a business failure shall be included in the TSR Comparator Group but will be ranked at negative 100% (-100%) TSR for the Performance Period.
|
Company TSR Percentile Ranking
Amongst TSR Comparator Group
|
Percentage
Increase or Decrease
to No. of PSUs Vested
|
At or below 20th percentile
|
-20%
|
Above 20th percentile and at or below 40th percentile
|
-10%
|
Above 40th percentile and at or below 60th percentile
|
No Modification
|
Above 60th percentile and at or below 80th percentile
|
+10%
|
Above 80th percentile
|
+20%
|
3.
|
Formulas for Calculating TSR and Percentile Rankings
|
TSR =
|
(End Average Price -Begin Average Price) + Dividends Paid
|
Begin Average Price
|
Percentile Rank =
|
(N - R +1)
|
N
|
N
=
|
the total number of companies in the Index Population or TSR Comparator Group, as applicable, at the end of the Performance Period (including the Company)
|
R
=
|
the Company’s rank against the other companies in the Index Population or TSR Comparator Group, as applicable, at the end of the Performance Period
|
4.
|
Committee Certification
|
TSR =
|
(End Average Price -Begin Average Price) + Dividends Paid
|
Begin Average Price
|
TSR =
|
($28.35 - 22.44) + $3.00
|
=
|
39.71%
|
22.44
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CF Industries Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 4, 2017
|
|
/s/ W. ANTHONY WILL
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CF Industries Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 4, 2017
|
|
/s/ DENNIS P. KELLEHER
|
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. ANTHONY WILL
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date:
|
May 4, 2017
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ DENNIS P. KELLEHER
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
Date:
|
May 4, 2017
|
|